52535e7c-aa4f-4105-bfdf-8d20d1e7d075.pdf If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.


If you have sold all or transferred all your shares in Country Garden Holdings Company Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.


Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.




COUNTRY GARDEN HOLDINGS COMPANY LIMITED

碧桂園控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2007)


PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND BUY BACK SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF THE ANNUAL GENERAL MEETING


A notice convening the AGM of the Company to be held at Granville Room and Nathan Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Admiralty, Hong Kong on Monday, 16 May 2016 at 10:00 a.m. is set out on pages 19 to 23 of this circular. A form of proxy for use at the AGM is also enclosed with this circular.


Whether or not you intend to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Share Registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so wish.


14 April 2016

Pages

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board

1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

2. General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

3. General Mandate to Buy back Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

4. Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

5. Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

6. Actions to be Taken. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

7. Voting by Way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

8. Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

9. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Appendix I - Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Appendix II - Biographical Details of the Directors Subject to Re-election . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

In this circular, the following expressions have the following meanings unless the context requires otherwise:


"AGM" the annual general meeting of the Company to be held at Granville Room and Nathan Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Admiralty, Hong Kong on Monday, 16 May 2016 at 10:00 a.m.


"AGM Notice" the notice convening the AGM as set out on pages 19 to 23 of this circular


"Articles of Association" the articles of association of the Company, adopted on 20

March 2007 and as amended from time to time


"Board" the board of Directors


"Companies Law" the Companies Law, Chapter 22 (Law 3 of 1961, as

consolidated and revised) of the Cayman Islands


"Company" Country Garden Holdings Company Limited, an exempted company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the main board of the Stock Exchange (stock code: 2007)


"Director(s)" the director(s), including independent non-executive director(s), of the Company


"Group" the Company and its subsidiaries from time to time


"HK$" Hong Kong dollar, the lawful currency of Hong Kong


"Hong Kong" the Hong Kong Special Administrative Region of the PRC


"Issue Mandate" a general and unconditional mandate to be granted to the Directors to exercise the power of the Company to issue, allot and deal in Shares not exceeding 20% of the total number of shares in issue as at the date of passing of the relevant resolution

"Latest Practicable Date" Friday, 8 April 2016, being the latest practicable date

prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular


"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange


"Memorandum of Association" the memorandum of association of the Company, adopted

on 10 November 2006 and as amended from time to time


"PRC" the People's Republic of China, except where the context requires, geographical references to the PRC exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan


"RMB" Renminbi, the lawful currency of the PRC


"Share(s)" ordinary share(s) of HK$0.10 each in the issued share capital of the Company (or of such other nominal amount as shall result from a sub-division, consolidation, reclassification, or reconstruction of the share capital of the Company, from time to time)


"Share Buy-back Mandate" a general and unconditional mandate to be granted to the

Directors to exercise the power of the Company to buy back Shares not exceeding 10% of the total number of Shares in issue as at the date of passing of the relevant resolution


"Share Registrar" the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong


"Shareholder(s)" the holder(s) of Share(s)


"Stock Exchange" The Stock Exchange of Hong Kong Limited


"Takeovers Codes" the Codes on Takeovers and Mergers and Share Buy-

backs


"%" per cent.

Country Garden Holdings Company Limited issued this content on 13 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 13 April 2016 10:39:13 UTC

Original Document: http://www.countrygarden.com.cn/UploadFiles/en/Files/2016/4/20160413180046.pdf